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Vancouver, British Columbia – TheNewswire - December 21, 2020 A-Labs Capital II Corp. (the “Company”) (TSXV:ALAB.P) announces that it has extended the term of its previously announced letter of intent (the “LOI”) with RDARS Inc. (“RDARS”) and continues to work toward negotiating and entering a definitive agreement on or about January 15, 2021. The letter of intent was originally announced on October 2, 2020.
Other than certain provisions, including confidentiality and standstill provisions, the LOI is non-binding and is subject to the entering into of the definitive agreement. Either party may terminate the LOI if, among other things, the definitive agreement has not been entered into by January 15, 2021.
Pursuant to the LOI, subject to the terms and conditions therein, the Company and RDARS have agreed to a proposed acquisition (the “Transaction”) by the Company of 100% of the outstanding securities of RDARS in exchange for the issuance of securities of the Company. The details concerning RDARS and the Transaction are set out in the previously issued press release dated October 2, 2020. The Transaction is intended to constitute the Company’s Qualifying Transaction under Policy 2.4 – Capital Pool Companies of the TSXV Venture Exchange (the “Exchange”). Further terms of the Transaction will be announced in a subsequent press release.
For further information on the Company, please contact:
Doron Cohen, CEO and Director of the Company
Telephone number: 972-545-224-017
For further information on RDARS, please contact:
Charles Zwebner, Director, President & CEO
Email: charles.zwebner@rdars.com
NEITHER THE TSX VENTURE EXCHANGE INC. NOR ITS REGULATION SERVICES PROVIDER (AS THAT TERM IS DEFINED IN THE POLICIES OF THE EXCHANGE) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange Requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the proposed Transaction and has neither approved nor disapproved the contents of this press release.
Information concerning RDARS has been provided to the Company by RDARS for inclusion in this press release.
Caution Regarding Forward-Looking Information
The information in this news release includes certain information and statements about management’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Forward looking statements in this news release include, but are not limited to, the closing of the Transaction and the anticipated benefits of the Transaction. Because of these risks and uncertainties and as a result of a variety of factors, including with respect to the expected timing for execution of a definitive agreement, closing of the Transaction, the timing and receipt of all applicable regulatory, corporate, shareholder and third party approvals, the anticipated benefits from the Transaction and the satisfaction of other conditions to closing, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward looking statements. Although the Company or RDARS, as the case may be, believes that the expectations reflected in forward looking statements are reasonable, it can give no assurances that the expectations of any forward looking statement will prove to be correct. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward looking statements or otherwise.
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